HomeMy WebLinkAboutContract 45405 CITY um; MW vxwkl/�
CONTRACT No .
vi
FORT WORTH MEACHAM.INTERNATIONAL A.RPO T
GRO"UND LEASE AGREEMENT
NT
(MONTH-TIO-MONTH)
ADMINISTRATION .BUILDING RAMP SITE
Th S GROUND LEAS' AGREEMENT "Lease") is made and entered into by and
between the CITY OF FORT R'i ("Lessor"), a Texas home rule municipal corporation,
acting' by and through Fernando Costa, its duly authorized Assistant City manager, and F
AMERICA AER PERA�T'ING COMPANY, LLC ("Lessee"'), a Delaware limited
liability company acting by and through Jay H. Hebert, its duly authorized Vice President.
In consideration of the Mutual e enants promises and ligations contained here n, the
parties agree as follows-,
1 PROPERTY LE AS E ICI,
Lessor demises and leases, to
Lessee 159,123 square feet of ground Space at Fort Worth
Meacham International Airport "Airport in Fort Worth, Tar-rant County, Texas,
identified � do 1n �Ir;�ti an nzrding Ramp ""te, on the west side of the
Administration Building "Pr°emikes" depicted on xhl*h�:t "A", attached hereto and
hereby trade a part of this Lease for all purposes.
2. TERM OF LEASE.
This lease shall operate on a month tel-m nth basis, commencing on March 1, 2014.
This Lease will automatically renew on the first I st day of each month unless.
terminated by either party (each a renewal Term"). In order to ten-mate this Lease, a
party must provide the other party with written notice of its intent to terminate not less
than thirty 3 days prior to the effective date of Such termination..
3 T,
3.1. Amount.
Lessee shall pay Lessor as monthly resat for the premises at a rate of$0.32 paver
square foot for a Surma of $4,243.28 monthly. In the event that this Lease
commences on a day other than tie first l St day of any given month, the first
month's rental payment shall be prorated in accordance with the number of days
remaining in that month. The rental rates Linder this Lease are based on lessor's
current published Schedule of Rates and Charges.. Rental rates are Subject to
increase beginning October 1, 2014, and on October l St of any Subsequent year,
,round t.,ease Agreement
min Bldg Ramp Space
between City"of or t Worth and
F W American Acro RECORD Page I of 17 OFFICIAL
To RECEIVED
WORTH9
to reflect any upward change, if any, in the Consumer Price Index for the
Dallas[Fort Worth Metropolitan Area, as announced by the U"nited States
Department of Labor or successor agency (0 for the first increase, since the
Effective Date of this Lease and (1 1) for each subsequent increase, since the
effective date of the last increase; provided, however, that Lessee's rental rates
shall not exceed the then-current rates prescri,bed by Lessor's, published Schedule
of Rates and Charges for the type or types of'property similar to the type or types
of property that comprise the Premises.,
3.2. Rent DBurin p,Renewal Terms.
If'
Rental rates, for each Renewal "I-I erm shall comply with the rates prescribed for the
'Premises by Lessor's Published Schedule of Rates and Changes in effect at the
same time.
3.3- Pa
Ament Dates and Late Fees.
All monthly rent payments under this Lease are due on or before the first (I st) day
of each month. Payments must be received during non-nal working hours by the
due date at the location ft)r Lessor's Aviation Department as set forth in Section
15. Rent shall be considered past due if Lessor has not received full payment on
or before the (1.Oth) day of the month for which payment is due. Lessor will
assess a late penalty charge of ten percent, (101%) per month on top, of the entire
m nth's rent for each month in which rent is past due.
4. CONSTRUCTION AND IMPROVEMENTS.
4A. Riscreti nr a Improvements.
Lessee may, at its sole discretion, perfon-n modifications, renovations,
improvements or other construction work on or to the Premises
("Improvements") so long as it first submits all plans, specifications and
estimates for the costs of the proposed work in writing and also requests and
receives in writing approval frorn the Director of Aviation or authorized
representative ("Director"). Lessor agrees to respond in writing to Lessee's
requests for approval within, 'thirty (310) calendar days of receipt of such requests.
Lessee covenants and agrees, that it shall fully comply with all provisions of this
Section 4 in the undertaking of any such Improvements. Lessor shall take full
title to any Improvements on the Premises upon the expiration or earlier
termination, of this Lease, provided that trade fixtures shall remain the property of
Lessee and may be removed so long as Lessee repairs any damage caused
thereby.,
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Hero
Page 2 of 17
..................- 11
4.2. :process for A2proval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from the City's Departments of
Planning and Development and Transportation and Public, Works. All plans,,
specifications and work shall conform to 'all federal, state and local laws,
rdinanceS,
rules and regulations in force at the time that the plans are presented
o
for review.
4.3. Pocuments.
Lessee shall,, supply the Director with comprehensive sets of documentation
relative to any Improvement, Including, at a minimum, as-built drawings of each
project. As-bl.lilt drawings shall be new drawings or redline changes to drawings,
previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.4. Bonds,Requlirea Of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government
Code, Chapter 2253, as amended, in the fill arnount of each construction contract
or project. The bonds shall guarantee (i satisf actory compliance by Lessee with
all applicable reqUirements, terms and conditions, of this Lease, including, but not
limited to,, the satisfactory completion cif the respective Improvements, and (11)
full payments to all persons, firms, corporations or other entities with whom
Lessee has a direct relationship for the construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 12,5% of the full
amount of each construction contract or project. If Lessee makes a cash deposit,,
Lessee shall not be entitled to any interest earned thereon. Certificates of deposit
shall be from a financial 'Institution with locations, in the Daflas-Fort Worth
Metropolitan Area which is Insured by the Federal Deposit Insurance Corporation
and acceptable to Lessor. The interest earned on the certificate of deposit shall be
the property of'Lessee and Lessor shall have no rights in such 'Interest. if Lessee
falls to complete the respective Improvements, or if claims are filed by third
parties on grounds relating to such Improvements, Lessor shall be entitled to draw
down the -f,-,"ull amount of Lessee's cash deposit or certificate of deposit and apply
the proceeds to complete the Improvements or satisfy the claims, provided that
any balance shall be remitted to Lessee!,
GrOUnd Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero,
Page 3 of 17
4.5. Bonds Reguired of Lessee's Contractors.
Prior to the commencernent, of and Improvement, Lessee's respective contractor
shall execute and deliver to Lessee surety performance and payment bonds in
accordance with the Texas Government Code, Chapter 2253, as amended, to
cover the costs of all work performed Linder such contractor's contract for such
Improvements. Lessee shall provide Lessor with copies of such bonds prior to the
commencernent of such Improvements. The bonds shall guarantee (1) the faithful,,
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and ('11) full payment for all wages,
for labor and services and of all bills for materials, supplies and eqUipment used
in the performance of' the construction. contract. Such bonds shall, name both
Lessor and Lessee as dual obligees. If Lessee serves as its own contractor,,
Section 4.4. shall apply.
4.6. Releases by Lessor Upo�n Completion, of Construction Work.
Lessor will allow Lessee a reimbursement from its cash deposit account or
reduction of its claim 'upon Lessor's certificate of deposit upon (i), where Lessee
serves, as its own contractor, verification that Lessee has completed construction
work or (11"), where Lessee uses a contractor, receipt of the contractor's invoice
and verification that the contractor has completed, its work and released Lessee to
the extent of Lessee's payment for such work, 'including bills paid, af fidavits, and
waivers, of fiens.
51 USE OF PREMISES.,
Lessee agrees to use the Premises exclusively for aviation or aviation-related Fixed Base
Operator Services. It is specifically agreed and stipulated that the following concessions
are prohibited under this Lease, unless specifically approved in writing by the Aviation
Director or authorized representative: (0 ground transportation for hire; (ii) food sales;
P I
(iii) barber and valet services; (1v) alcoholic beverage sales; and (v) aviation-related sales
Of pilot Supplies.
Lessee's use of the Premises is strictly exclusive,,, but not uRILIStly' or discriminatory and i's
authorized 'Linder this Lease solely for the purposes of Lessee's provision of FBO
services., In the event that such use conflicts with any rule or regulation that is currently
in effect or that may hereafter be enacted of the Federal Aviation Administration
("FAA") or with the Texas Department of Transportation ("T'xDOT"), then such rule or
regulation shall control, and 'Lessor reserves the right to modify Lessee's use of the
2 1
Premises to comply with such rule or regulation. If Lessor is rewired to modify Lessee's
use of the Premises under this provision, Lessor shall not be liable to Lessee for any loss,
or damages as a, result of such action. Lessee shall also monitor and provide reasonable
Ground 1,easc Agreement
Admin Bldg Rarnp Space
between it of Fort Worth and
F'W American ,ere,
Page 4 of 17
security measures deemed necessary by, Lessee or Lessor to all points of access frorn the
Terminal to the Premises.
6. tJTILITIES.
Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with
the exception of Internet and telephone utilities. Lessee agrees that all heating, equipment
and other electrically-operated equipment which may be used on the Premises shall fully
comply with the City of Fort Worth Mechanical, Electrical,, Plumbing, Fire and Building,
Codes,, as they exist or may hereafter be amended.
1
7. MAINTENANCE AND REPAIRS.
7.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good and clean condition at
all times, reasonable wear and tear excepted. Lessee covenants and agrees that it
will not make or suffer any waste of the Premises. Lessee will not pile or store
boxes, cartons, barrels or other similar items in a manner that is 'unsafe
or unsightly. Upon terminatioti of this Lease, Lessee agrees to return the
Premises to CLessor in the same condition as originally received,, subject to
ordinary wear and tear consistent with non-nal use over time. Lessee is
responsible m ble for all daages caused by the negligence or misconduct of Lessee, its
agents, servants, employees, contractors, subcontractors, patrons, licensees, or
invitees, and Lessee agrees to fully repair or otherwise cure all such damages at
Lessee's sole cost and expense.
Lessee agrees that all improvements trade fixtures,, furnishin wings,9 , equipment and
other personal property of every kind or description which may at any time be oil
the Premises shall be at Lessee" sole risk or at the sole risk of those claiming
under Lessee. Lessor shall not be Hable for any damage to, such property or' loss
suffered by Lessee's business or business operations which may be caused by the
bursting, overflowing or leaking of sewer or steam pipes, from water from any
source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires,
noise, gas or odors,, or from causes of any other matter.
7.2. Coin la.nee with A.
Lessee,, at its sole cost and expense, agrees to keep and maintain the Premises in
full compliance at all times with the Americans with Disabilities Act of 1.990, as
amended ("ADA"); provided Lessee shall not be responsible for any ADA
noncompliance existing as of the date the Lease terra commences. In addition,
Lessee agrees that all improvements it makes at the Airport shall comply with all
ALFA requirements.
GrOUnd Lease A,greement
Admin Bldg Ramp Space
bet-ween City of Fort Worth and
FW American Aera
Page 5 of 17
--11111.............
7.3. In ti o n s.
7.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least two (2)
hours' notice prior to any inspection.
rispection.
7.3.2. If Lessor determines during an inspection of the Premises that Lessee '
THA T IS CA USED B Y LESSEE, ITS OFFICERS, A GENTS, SER VA NTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
Notwithstanding anything to i
the contrary herein, n the event any asbestos-
containing material is required to be relmediated at any tirne during the Term,
Lessor, not Lessee, shall be exclus,ively responsible for such cost.
8. SIGNS.
Lessee ma its own ex ense an I prior written approval of the Aviation
,y, at P d with the p *
Director or authorized representative, create, install and maintain signs on the Premises
related to Lessee's business operations,. Such signs, however, must be in keeping with the
size, color, location and manner of display of other signs at the Airport. Lessee shall
maintain all signs in a safe, neat, sightly and physically good condition. Lessee agrees to
pay Lessor for any damage, irl-JUry or necessary repairs to the Premises, resulting from the
installation, maintenance or removal of any Such sign. Lessee also agrees to remove any
sIgn at its, own expense immediately upon receipt of instructions for such removal from
the Aviation Director or authorized representative.
90, RIGHTS, AND RESERVATIONS OF LSE S�! .
Lessor hereby retains the following rights,and reservations:
9.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but, not limited to,
the right to prevent Lessee from erecting or perrnitting to be erected any building
or other structure which, in the opinion of Lessor,: Would limit the usefulness of
i ing or
the A onstitute a hazard to aircraft or diminish the ca I �X st*
irport, c pabiflty of e
future avigational or navigational aids used at the Airport.
9.2. Lessor reserves the right to develop and it prove the Airport as it sees fit,
regardless of the desires or view of Lessee, and without interference or hindrance
by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be
construed to obligate Lessor to relocate Lessee as a result of any such Airport
developments or improvernents.
9.3. This Lease shall be Subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government,, which relates to the
operation or maintenance of the Airport, and is required as a condition for the
expenditure of federal funds for the development, matntenance or repair of
Airport infrastructure. In the event that any such existing or future agreement
directly causes, a material restriction, impairment or interference with Lessee's
primary operations on the Premises ("Limitation") for a period of less than seven
(7) calendar days, this Lease shall continue in full force and effect. If the
Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall
Ground Lease Agreerrient
Admin BI dIg Ramp Space
between City of Fort Worth and
FW American Aero
Page 7 of 17
negotiate 'in good faith, to resolve or mitigate the effect of the Limitation. If
Lessee and Lessor are in good faith Unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven (7) and one hundred eighty
(180) days, then for Such period (i) Lessee may suspend the payment of any rent
due hereunder, but only if Lessee first provides adequate proof to Lessor that the
Limitation has directly caused Lessee a material loss in revenue; (ii) subject to
ordinary wear and tear, Lessor shall maintain and preserve the Premises and its
improvements in the same condition as they existed on the date such Limitation
commenced-, and (111) the to of this Lease shall be extended, at Lessee's option,
for a period equal to the duration of such Limitation. If the Limitation lasts more
than one hundred eighty (18 0) days, then (i) Lessor and Lessee may, but shall, not
be required to, (a) further adjust the payment of rent and other fees, or charges, (b)
renegotiate maintenance ntenance responsibilities and (c) extend the term of-this Lease, or
(ii) Lessee may terminate this Lease upon thirty (30) days written notice to
Lessor. Nothing in this Section shall affect either party's right to terminate this
Lease in accordance with Section 2.
9.4. During any war or national, emergency, Lessor shall have the right to lease any
part of the Airport, including its landing area, to the United States Government,
In this event,, any provisions of this instrument which are inconsistent with the
provisions of the lease to the Govei-tIment shall be suspended. Lessor shall not, be
liable for any loss or damages alleged by Lessee as a result of this action.
However, nothing in this Lease shall prevent Lessee from pursuing any rights it
may have for reimbursement from the United States Government. If any lease
between Lessor and the United States Government executed pursuant to this
Section 9.4. direct] Limitation 1 1
I directly causes a Limitation for a period of less than seven (7)
calendar days, this Lease shall continue in full force and effect. If the Limitation
lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good
faith to resolve or mitigate the effect of the Limitation., If Lessee and Lessor are
in good faith unable to resolve or mitigate the effect of the Limitation, and the
Limitation lasts between seven (7) and one hundred eighty (180) days, then for
Such period (i) Lessee may Suspend the payment of any rent due hereunder, but
only if Lessee first provides adequate proof to Lessor that the Limitation has
directly caused Lessee a material loss in revenue', (ii) Subject to ordinary wear and
tear, Lessor shall maintain and preserve the Premises and its improvements in the
carne condition as they existed on the date such Limitation commenced-, and iii
the term of this Lease shall be extended, at Lessee's option, for a period equal to
the duration of such Limitation, If the Limitation lasts more than one hundred
eighty (1 801) days, then (i) Lessor and Lessee may, bUt shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate
maintenance responsibilities and (c extend the term of this Lease, or (ii) Lessee
may terminate this Lease upon thirty (30) days written notice to Lessor. Nothing
in this Section shall al."fect either party"s right to terminate this Lease in
accordance with Section 2.
Ground Lease Agreement
Admin Bldg Ramp Space
between it of Fort Worth and
FW American Acre
Page 8 of 17
9.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as, a 'u lac airport consistent with and
pursuant to the Sponsor's Assurances given by Lessor to the United States
Government through the Federal Airport Act; and Lessee agrees that this Lease
and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's
Assurances.
9.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements, and rights-of-way granted by Lessor for the installatioll,
maintenance, inspection, repair or removal ofd facilities owned or operated by
electric, gas,, water, sewer, communication or other Utility companies; provided
any 111ture utility or drainage easement shall not unreasonably interfe,re with
Lessee"s use of the Premises as described in Section 5 above. Lessee's rights shall
additionally be subject to all rights granted by any ordinance or statute which
allows utility companies to use pUblicly-owned property for the provision of
utility services.
9.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the
leased premises by means of roadways for automobiles and taxiways for aircraft
including access, during the construction phase of airport improvements, unless
otherwise agreed to *In writing by both parties. Such rights shall be coinsistent with
the rules and regulations with respect to the occupancy and use of airport
premises as adopted from time to time by the City of Fort Worth and by the
Federal Aviation Administration or any other state, federal or local authority.
100 INSURANCE,
Lessee shall procure and maintain at all times, in lull force and effect, a policy or
0
policies of insurance as specified herein naming the City of Fort Worth as an additional
insured and covering all public risks related to the leasing,, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the required insurance ill
accordance with Exhibit "B",
the "City of Fort Worth Aviation In m
Insurance Requireents"
attached hereto and made part of this Lease for all purposes,.
In addition, Lessee shall be responsible for all insurance to coin structi on,, improvements,
modifications or renovations to the Premises and for personal property of Its own or in its
care, custody or control
10.1. Ad"rust meats to Reguired Covers e end Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to change at Lessor's option and as
necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
Fes`American Aero
Page 9 of 17
will accordingly comply with Such new requirements within thirty (30) days
0,
following notice to Lessee.
10.2. Certi"ficates.,
As a condition precedent to the effectiveness of this Lease, Lessee shall
commence the insurance renewal process thirty (30), days in advance of policy
expiration and provide Lessor with 'updates on a tirnely basis, as requested by
Lessor, and shall furnish Lessor with appropriate certificates of insurance signed
by the respective insurance companies as proof that it has obtained the types and
amounts of insurance coverage required herein. Lessee hereby covenants and
agrees that three (3) days prior to and not less than the day of expiration of any
insurance policy required hereunder, it shall provide Lessor with a new or renewal
certificate of" insurance. In addition, Lessee shall, at Lessor's request, provide
Lessor with evidence that it has maintained such coverage in full force and effect.
10.3. Add Iffi'onal Re *ements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of'
insurance shall be endorsed to cover all of Lessee's operations at the Airport, to
grant additional Insured status to the City, and to provide that no material changes
in coverage, i I ricluding, but not limited to, cancellation, termination, non-renewal
or amendment, shall 'be made without thirty (30) days' prior written notice to
Lessor. Lessor shall be responsible for notifying the City of' any change to its
insurance coverage that amends or alters that coverage required by this lease.
111 INDEPENDENT CONTRACTOR.
it, is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and priv-1leges granted herein, and not as an agent,
representative or empilolyee of Lessor. Lessee shall have the exclusive right to control the
details of its operations ana activities on the Premises and shall be solely responsible for
the acts and omissions of its officers,, agents, servants, employees,
contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the
doctrine, of resj)ondeat si der ior shall not apply as between Lessor and Lessee, its
officers, agents, employees, contractors and Subcontractors. Lessee further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise!
between lessor and Lessee.
1210 INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL L)ABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS,PROPERTY DAMA GE ANDIOR PERSONAL INJURY OF ANY
Ground Lease Agreement
Ada in Bldg Ramp Space
between City of Fort,Worth and
FW American Aero
Page 10 of 17
KIN. INCLUDING DEATH, TO A Y A D ALL PERSONS, OF ANY KIND O
C A. TER, WHETHER A.L OR ASSERTED, A SING OUT OF O I
CONNECTION WITH THE USE OF THE AIRPORT UNDER THIS LEASE OR
WITH THE LEASING, MAINTENANCE, USE, OCCUpANCY, EXISTENCE OR
LOCATION OF THE PREMISES, X T THE EXTENT CAUSED
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONA L .:�SCO UC OF
LESSOR, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, L LENS E , OR IN T FSw
LESSEE COVENANTS AND AGREES TO., AND DOES H R B Y, INDEMNIFY,
HOLDHARMLESS AND DEFEND LESSOR, ITS OFFICERS,S, A GENTS,
SER VA NIS A ND EM PL 0 YEES, FR OM A AD A GAINS T A N A N ALL CLA IMF"
OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
A L LEGED DA MA GE OR L OSS TO LESSEE'S. USI ESS A ND ANY S UL TING
LOST PROFITS A NDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL O
ASSERTED, ARISINGOUT OF OR IN CONNECTION T THE USE OF THE
AIRPORT UNDER THIS LEASE OR WITH THL"L.L"ASI NG, MAINTENANCE,
USE, OCCUPANCY, EXISTENCE OR L C'A "ION OF THE PREMISES, EXCEPT
TO THE' EXTENT CAUSED THE NEGLIGENT ACS OR OMISSIONS
OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,,
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR
INV71EES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
O U F OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF
.LESSEE, ITS OFFICERS, A GENTS, EMPL 0 YEES, CONTRA CT ORS,
SUBCONTRACTORS,, LICENSEES, INVITEES, PATRONS,S, EXCEPT TO THE
EXTENT CA US D BY THE NEGLIGENT ACTS OR OMISSIONS OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
A GENT , EMPLOYEES, CONTRACTORS,"RS, SUBC CTORS, LICENSEES, O
Imo"117TEES.
L ESQ►O ES NOT G UA RA N ,LICE PROTECTION TO LESSEE OR ITS
PROPERTY., LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY
PERSON ON THE PREMISES OR FOR IIARM TO ANY PROPERTY WHICH
BELONGS TO LESSEE, TS OFFICERS, A ENT , SERVANTS, MPL YEE
CONTRACTORS,ORS, S UB CONT A C T' ":1 S, LICENSEES, INVITEES OR I'A T R NS,
A" WHICH MAY BE STOLEN, DESTROYED OR IN ANY WAY DAMAGED*
AND LESSEE H R B Y INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS
OFFICERS, A GENTS SER, '.�L. J TS AND EMPL O Y.L'ES F)?0M AND A GA INS "
A. Y AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED Y THE
N"E LIGENT A CTS 0 OMISSIONS OR INTENTIONAL MISCONDUCT O
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
W American.hero
Page l l of 17
LESS ITS OFFICERS, A GENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS,LICENSEES,, OR INVITEES.
13. WAIVER OF CHARITAB'1,JE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporatioll, partnership,, individual enterprise or
entity, claims immunity to, or an exemption from liability for any kind of property
dainage or personal damage, injury or death, Lessee hereby expressly waives its rights to
plead defensively any Such immunity or exemption as against Lessor.
14. TERMINATION.
Upon termination of this Lease,, all rights, powers and privileges granted to Lessee
hereunder shall cease and Lessee shall irnmed'atiely vacate the Premises. Lessee agrees
that it will return the Premises and all appurtenances, and improvements there i in good
order and repair and in the same condition as existed at the time this Lease was entered
into,
subject to ordinary wear and tear. Lessor mm
shall have the iediate right to take full
possession of the Premises and to remove any and all parties remaining on any part of the
Premises without further legal process: and without being liable for trespass or any other
claim. Lessor shall also have the right to remove any and all fixtures or equipment that
may be found within or upon the Premises, without being liable therefor. Lessee agrees
that it will assert no: claim of any kind against Lessor, its agents, servants, employees or
representatives which may stem fturn Lessor"s ten-nination of the Lease or any act
incident to Lessor's assertion of its right to terminate
I . NOTICES.
Notices required, pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or (2) deposited in the United States Mail, postage prepaid,
addressed as follows ( at such other address as shall be designated by Lessor or'
Lessee):
To LESSOR. TO LESSEE:
City of Fort Worth FW American Aero Operating t_.ompany, LLC1
Aviation Department 0701 Group Holdings Aviation, LIX
4201 forth Main St, Suite 200 2,08 Lear Road
Fort Worth, Texas 76106-2749 Fort Worth, Texas 76106
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 12 of 17
16. ASSIGNMENT AND SUBLETTING.
Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor. Any
such transaction attempted by Lessee without prior written consent by Lessor shall be
null and void. If Lessor consents to any such transaction, the respective assignee or
sublessee shall consent in writing to comply with all terms and conditions set forth *in this,
Lease the same as if that party had originally executed 'this,Lease.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its so�le cost
and expense,, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee's failure to discharge any such purported lien shall constitute a
breach of this Lease and Lessor may tenninate this Lease 'Immediately.
However, Lessee's financial obligation to Lessor to liquidate and discharge Such lien shall
continue In effect following termination of this Lease and until Such a time as the lien is
discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or' assessments which may
lawfully be levied against Lessee due to, Lessee's use or occupancy of the Premises or any
i1 1
mprovements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS, ORDINANCES, 111ULE.S AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees, that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use
of the Premises and Lessee immediately shall remove from the Premises, any person
engaging in such unlawful activities. Unlawful use of the Premises by Lessee 'Itself shall
constitute an immediate breach of this Lease.
Lessee agrees to compily with all federal, state and local laws;, all ordinances, rules and
regulations of the City of Fort Worth and the City of Fort Worth Police and Fire
Departments; all rules and regulations e stab,I ished by the Aviation Director; and all rules
and regulations adopted by the City Council pertaining to the conduct required at airports
owned and operated by the City, as such laws, ordinances, rules and regulations exist or
may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers,
agents, employees,, contractors, subcontractors, licensees or invitees of any violation of
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 13 of 17
such laws, ordinances, rules or' regU I ti oils, Lessee shall immediately des,isit, fro rrt and
correct,the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and, assigns, as part, of
the consideration herein, agrees as a, covenant rUnning with the land that no person shall
be excluded from at*tic*pa,t*on in or denied' the, benefits of Lessee's Use of the Premises
p
on the basis of race, co1.or, national origin, religion, disability, sex, sexual orientation,
F r 1
0
transgender, giender identity or gender expression. Lessee further agrees itself,
its personal representatives, successors in interest and ass,ig,ns, that no person shall be
excluded from the provision of any services on or in the construction of any
improvements or alterations to the Premises on grounds of race, color, national origin,
religion, disability, sex, sexual orlentation, transgender, gender identity or gender
expression.
Lessee agrees to fut-nisn its accorn modati ns and, to price its goods and services on a fair,
and equal basis to all persons., In addition, Lessee covenants and agrees that it will at all
times, comply wl"th, any requ ire rtients imposed 'by or pursUant to "I"Itle 49 of the Code of
Federal Regi.,dations, Part 21, Non-Discrimination 'in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regUlation which may
hereafter be enacted.
If any claim arises frorn an alleged violation of this non-diiscrimination covenant by
# 40
Lessee I its personal representatives, SUCCCSsors ,i,n interest or, assigns, Lessee agrees, to
indemnify Lessor and hold Lessor harmless.
2 1. LICE,NSES, AND PERMITS,
Lessee shall, at its sole expense, obtain and, keep in effect all 'licenses and permits
necessary for the operation of its business at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Leas, the City of Fort Worth does,
not waive or sUrrender a: y of its governmental powers.
23. NO WAIVER.
The failure of Lessor, to, insist Upon the performance of any term or provision of this
Lease or to exercise any right granted herein, shall not constitute a,waiver of Lessor's right
to insist on appropriate performance or to assert any Such right on any future occasioll.
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth wid
FW American hero
Page 14 of 17
24. VENUE,
Should any action, whether real, or asserted,, at law or in equity, arise Out of the terms of
this Lease or b Lessee's operations on the Premises, venue for such action shall Ile in
- y I
state courts in Tarrant County, Texas, or the United States, District Court for the Northern
District of Texas, Fort Worth Division. This Lease shall be construed in accordance with
the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees
or charges, or the enforcement of performance or observances, of any covenant, obligation
or agreernent, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.,
26. SEVERABILITY.,
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
4, 0
validity, legality and enforceability of the remaining provisions shall not in, way be
affected or impaired.
27. FORC'E MAJEURE.,
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable, for any delay in or
omission of performance due to force ma'eure or other causes beyond their reasonable
lUding but not limited to, compliance with any government law, ordinance or
control, inc 7 1 1
regulation, acts of God, acts of omission, fires, strikes, l koluts, national disasters, wars,,
riots, material or labor restrictions by any governmental authority, transportation
problems and/'or any other cause beyond the reasonable control of the parties.,
2,8. SIGNATURE AUTHORJTY*
The person signing this Lease hereby warrants that he/she has the legal authority to
execute this Lease on behalf of the respective party, and that such bfinding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity.
Each party 'is, fully entitled to rely on these warranties and representations in entering into
this,Lease or any amendment hereto.
2918, HEADING NOT CONTROLLING
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
Ground Lease Agreement
AdInlin Bl1dg Ramp space
between City of'Fort Worth and
FW American Aero
Page 15 of 17'
30. ENTIRETY OF AGREEMENT.
This written instrument, including any documents incorporated herein by reference,
contains the entire understanding and agreenient between Lessor and Lessee, its assigns
and successors in interest, as to the matter's contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Lease. The terms and conditions of this Lease shall
not be amended unless agreed to in writing by both parties and approved by the
City Council of Lessor.
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples on this
the L�_day of 2014.
CITY OF FORT WORTH,
By-,
Fernando Costa
Assistant City Manager
0
Date.
STATE OF TEXAS §
COtNTY OF TARR-AN"I" §
BEFORE-i ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.,
Aff IVEN 11-NDER MY I-1AN'D AND SEAL,OF OFFICE this dal
20,14.
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Liar y Public 'in and for the State of Texas 1600"
...........
EVONIA DANIELS
7N
Nc)tory PublIC,!itateo 0'1�Texir S
Siur
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Elm �fjj 01
Nly Cornmlssioriu Expires
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hjily 10,, 2017
Ground Lease Agreement
.drain Bldg Ramp Space
bet,ween it of Fort Worth and
FW American Hero
Page 1 6 of 17
0
APPROVED AS TO FORM ATTEST.
AND LEGALITY:
B .
y
Charlene Sanders, ary J., Kayser
Assistant City Attorney City Secretary
0 w, 0 0 0 0;06
M&C: Not R equired A ap 000
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LESSEE-. ATTEST-,
FW AMERICAN AER01 OPERATING 100000000000po
COMPANY, LLIC A
By.- nB,
It ,y'
Jay glebert, Vice Prejident
STATE OF TEXAS
COUNTY 01 _�ARRAI\�T
BEFORE ME, the undersigned authority,, a Notary Public in and for the State of Texas, on
this day personally appeared Jay H. Hebei-t, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FW
Amerl*can Aero Operating Company, LTC., and that he executed the sarne as the act of FW
American Aero Operating Company, LLC., for the purposes and consideration therein expressed
and in-the capacity therein stated.
GIVENUNDER MY HAND AN-D SEA.1,OF OFFICE thIS day
12014.
rota r Public in and for the State of Te as
Ground Lease Agreement
y
Admin Bldg Ramp Space BARBARA A. BELL
between City of'Fort Wo
Fes"American Aero NOTARY PUBUC
Page 17 of 17 tOFFICIAIL REC i 'D ' Of STATE OF TEXAS
7-
MY COM W.OUO&201 5]
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17
CITY SECRETARY W W-UP W-000-W Vmq
WORTH,TX
.................. ...............
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�Exhibit "B"
City of'F'ort Worth
Aviation Insurance Requirements
Z!R�O-ry of Tenant,ador -Efi-vironments-1 Irl! rigarkeepers
Opeirabons Property Insurance General Liability Auto Impairment Aircraft Uablillity Uablfity
FBO,s Yes 3o=1000-00 $ 1 sOGO,000.00 $ 1 0000,000.00 N/A $ 3100000-00
Small;1M Large,*
Flight Training $ 11,0000000.00 $ 1,000,000.00 No 5M No
IS,mal�l:1M Large:
AJr Taxi $ 11,0000000.00 $ 1,000,000.00 No 5M No
Specialized Com.FlIght Small:�IM Large:
Serv. $ 1 10001000.00 $ 11,000100G.00: No 5M No
Small:IM Large:
Aerial Applications $ 1,000,000,00 $ 1,000,000.00 $ 1,0000000-00 sm No
Small:IM Large:
Akcraft Sales $ 1,000,000-00 $ 1,0001,000.00 No sm 1 $ 100001000.00
Small:I M: Large:
Aircraft Rental $ 1,000,000.00, $ 1,000,000-00 No 15M $ 1,0001000.00
Airframe or Power Plant
Repair $ 1 1 000 0000.00 $ 10000,000-00 No No $ 1 00001000.010i
Radio,Instrument or
Propefler Repair $ 100000000.00 $ 1,000,000-00 No No $ 1 10004000.00
Multiple Services $ 11,00OV0100-00 1$ 110001000.001 No As Applicable As Applicable
Small:I M Large:
Flying Clubs $ 1,000;
0000-00 $ 12000,1000.00 No 5M N/A
Cornmerctal Tenant $ 11,000,000.00 $ 11,000,000-00 No As ApplIcable No
Commercial T einant
Sublessee No $ 500,000.00, $ 500,000-00 No As Applicable No
Mo.-Mo.Alrport Tenant*
sm.premises areal
infrequent access by
others(no aircraft) No $ 3000000.00 No No N�o No
Hangar Tenant
(private s,m.aircraft) No No No No 1 $ 3000000 No
Fuel Factiffles:Trucks N/A N/A $ 1100"010,01 00.01 0 $ 1.000,000-OL, No No
Fuel Fadlitles'.Tank Farm Yes $ 11 001001t000.00 $ 110001000-00 $ 1,000,000.00 No No
ConcessionalrV.
Resbiurant $ 11�0000'000-00 $ 10000,000-00 No No No
Concessionaire:
Rent-a-car No $ 1,000P000.00 $ 1.000,1000.00 No No No
Concessionalre.s
Retal't Shop No $ 500,000.00 No No No No
Dependson the terms of the lease agreement
Property Insurance requirement depends on the lease ag:reement. Coverage should be replacement cost basis
Liability coverage's are to include products and completed operation. The policy should be written on an occurrence basis
Hanclarkeepers,Usbillty is maintained according to typical exposure
aviationlnsreq2001